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(As filed July 1, 1998)
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File No. 70-9313
File No. 70-9311
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1
to
FORM U-1
JOINT APPLICATION OR DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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Pacific Enterprises Enova Corporation
555 West Fifth Street, Suite 2900 101 Ash Street
Los Angeles, California 90013-1001 San Diego, California 92101
Sempra Energy Frontier Pacific, Inc.
101 Ash Street 555 West Fifth Street, Suite 2900
San Diego, California 92101 Los Angeles, California 90013-1001
(Names of companies filing this statement and
addresses of principal executive offices)
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None
(Name of top registered holding company parent)
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Richard D. Farman Stephen L. Baum
President and Chief Executive Officer President and Chief Executive
Pacific Enterprises Officer
555 West Fifth Street, Suite 2900 Enova Corporation
Los Angeles, California 90013-1001 101 Ash Street
San Diego, California 92101
(Names and addresses of agents for service)
The Commission is requested to send copies of all notices, orders and
communications in connection with this Application or Declaration to:
Donald C. Liddell, Esq. Richard M. Farmer, Esq.
David L. Huard, Esq. Andrew F. MacDonald, Esq.
Pacific Enterprises William C. Weeden
633 West Fifth Street, Suite 5200 Thelen Reid & Priest LLP
Los Angeles, California 90071 40 West 57th Street
New York, New York 10019
The Application or Declaration heretofore filed in these proceedings
is hereby amended in order to add Sempra Energy ("Sempra"), a California
corporation, and Frontier Pacific, Inc. ("Frontier Pacific"), which is
currently a Delaware corporation, as applicants, and to request the
Commission to issue an order pursuant to Section 3(a)(1) exempting Sempra,
Pacific, Enova and Frontier Pacific, and each of their respective
subsidiary companies as such, from all provisions of the Act except
Section 9(a)(2).
1. The Addition of Sempra as an Applicant. By order dated June 26,
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1998 (Holding Company Act Release No. 26890), the Commission authorized
Sempra pursuant to Sections 9(a)(2) and 10 of the Act to acquire all of
the issued and outstanding common stock of Pacific and Enova, and granted
Sempra and its subsidiary companies as such an exemption pursuant to
Section 3(a)(1) of the Act from all provisions of the Act except Section
9(a)(2). As a "holding company," the indirect acquisition of the voting
securities of Frontier by Sempra is subject to Sections 9(a)(2) and 10 of
the Act. Accordingly, Sempra is added as an applicant in these
proceedings. In addition, Sempra, Pacific and Enova each requests a
further order of the Commission confirming that it and each of its
subsidiary companies as such will continue to be exempt under Section
3(a)(1) of the Act following their indirect acquisition of the voting
securities of Frontier. In this regard, as previously stated (see
Application or Declaration, fn. 11), the applicants will derive no
material part of their income from Frontier.
2. The Addition of Frontier Pacific as an Applicant. Frontier
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Pacific, which is currently an indirect subsidiary of Pacific and Enova,1/
also requests to be made an applicant in these proceedings. At such time
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1/ Frontier Pacific is wholly-owned by Sempra Energy Solutions, LLC, a
California limited liability company whose membership interests are
currently held by Pacific and Enova. Prior to the date of the Commission's
order in these proceedings, Sempra Energy Solutions, LLC will transfer the
common stock of Frontier Pacific to Sempra.
2
as Frontier becomes a "gas utility company," as defined in Section 2(a)(4)
of the Act, Frontier Pacific will become a "holding company," as defined in
Section 2(a)(7) of the Act. Accordingly, Frontier Pacific joins in
requesting an exemption under Section 3(a)(1) from all provisions of the
Act, except Section 9(a)(2). In support of such request, Frontier Pacific
represents that, on or before the date of the Commission's order in these
proceedings, it will either merge into or transfer its interest in Frontier
to a new corporation organized in North Carolina, the state in which
Frontier is organized and in which Frontier will conduct all of its public
utility operations. Frontier will be Frontier Pacific's only
public-utility subsidiary.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, as amended, the undersigned companies have duly caused this
statement filed herein to be signed on their behalf by the undersigned
thereunto duly authorized.
PACIFIC ENTERPRISES
By: /s/ Warren I. Mitchell
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Name: Warren I. Mitchell
Title: Executive Vice President
(Signatures continued on next page)
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ENOVA CORPORATION
By: /s/ Donald E. Felsinger
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Name: Donald E. Felsinger
Title: President and Chief
Operating Officer
SEMPRA ENERGY
By: /s/ Warren I. Mitchell
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Name: Warren I. Mitchell
Title: Group President -
Regulated Business Units
FRONTIER PACIFIC, INC.
By: /s/ Eric B. Nelson
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Name: Eric B. Nelson
Title: President
Date: July 1, 1998